Common use of Parent Termination Fee Clause in Contracts

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if this Agreement is terminated by the Company pursuant to Section 7.1(e) or Section 7.1(i), then Parent shall pay the Parent Termination Fee to the Company in immediately available funds, within ten (10) Business Days after such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Keypath Education International, Inc.)

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Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if In the event that this Agreement is validly terminated by the Company pursuant to in accordance with Section 7.1(e8.1(c)(i) or Section 7.1(i8.1(c)(ii), then then, subject to Section 8.2(d), Parent shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to the Company (or its designees) the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to pay the Parent Termination Fee to the Company in immediately available funds, within ten (10) Business Days after such terminationon more than one occasion).

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Nuokang Bio-Pharmaceutical Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if In the event that this Agreement is validly terminated by in accordance with Section 8.1(c)(ii), then, subject to Section 8.2(e), Parent shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to the Company pursuant (or its designees) the Parent Termination Fee by wire transfer of same day funds (it being understood that in no event shall Parent be required to Section 7.1(e) or Section 7.1(i), then Parent shall pay the Parent Termination Fee to the Company in immediately available funds, within ten (10) Business Days after such terminationon more than one occasion).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hailiang Education Group Inc.)

Parent Termination Fee. If this Agreement is validly terminated pursuant to (i) Subject to Section 7.3(b)(iv) below, if this Agreement is terminated by the Company pursuant to Section 7.1(e8.1(g) or (ii) Section 7.1(i8.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee to the Company in by wire transfer of immediately available funds, within ten (10) Business Days after such terminationfunds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cision Ltd.)

Parent Termination Fee. If this Agreement is validly terminated (i) Subject to Section 7.3(b)(iv) below, if this Agreement is terminated by the Company pursuant to (i) Section 7.1(e8.1(g) or Section 7.1(i8.1(i) or (ii) by Parent pursuant to Section 8.1(c) and at such time the Company could have terminated this Agreement pursuant to Section 8.1(g) or Section 8.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee to the Company in by wire transfer of immediately available funds, within ten (10) Business Days after such terminationfunds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Holdings, Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if If this Agreement is validly terminated by the Company or Parent pursuant to Section 7.1(e7.01(b)(i) (Outside Date) after such time as the Company has complied with the respective requirements of, and thus had the right to terminate at such time pursuant to, Section 7.01(f) (Parent Material Breach) or Section 7.1(i7.01(g) (Failure to Close), then Parent shall pay to the Company or its designee the Parent Termination Fee to the Company in immediately available funds, within ten (10) two Business Days after the date of such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avid Technology, Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if If this Agreement is validly terminated by the Company pursuant to (i) Section 7.1(e7.04(b) (or by Parent pursuant to Section 7.02(a) at a time when the Company would have been entitled to terminate this Agreement pursuant to Section 7.04(b)) or (ii) Section 7.1(i7.04(c), then then, in each such case, Parent shall pay the Parent Termination Fee pay, or cause to be paid, to the Company in or its designee (by wire transfer of immediately available funds), within ten three (103) Business Days after such termination, the Parent Termination Fee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Midwest Holding Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if If this Agreement is validly terminated by the Company pursuant to Section 7.1(e8.1(g) or Section 7.1(i8.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee to the Company in by wire transfer of immediately available funds, within ten (10) Business Days after such terminationfunds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Civitas Solutions, Inc.)

Parent Termination Fee. If this Agreement is validly terminated pursuant to (i) Subject to Section 7.3(b)(iv) below, if this Agreement is terminated by the Company pursuant to Section 7.1(e‎8.1(g) or (ii) Section 7.1(i8.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days ) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee to the Company in by wire transfer of immediately available funds, within ten (10) Business Days after such terminationfunds to an account or accounts designated in writing by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Diversey Holdings, Ltd.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if If this Agreement is validly terminated by the Company pursuant to Section 7.1(e8.1(g) for Parent’s or Merger Sub’s Willful and Material Breach or Section 7.1(i8.1(i), then Parent shall pay must promptly (and in any event within two (2) Business Days) following such termination pay, or cause to be paid, to the Company the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by the Company in immediately available fundsif one has been so designated by Company following request therefor (or if not so designated, within ten (10) Business Days after as promptly as possible thereafter such terminationdesignation).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if In the event that this Agreement is terminated by the Company pursuant to in accordance with Section 7.1(e8.1(c)(i), Section 8.1(c)(ii) or Section 7.1(i8.1(c)(iii), then then, subject to Section 8.2(f), Parent shall promptly, but in no event later than two (2) Business Days after the date of such termination, pay or cause to be paid to the Company (or its designees) an amount in cash equal to the Parent Termination Fee by wire transfer of same day funds to one or more accounts designated by the Company in immediately available funds, within ten (10) Business Days after such terminationCompany.

Appears in 1 contract

Samples: Agreement and Plan of Merger (China Fire & Security Group, Inc.)

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Parent Termination Fee. Parent agrees that, if the Company shall terminate this Agreement (i) Subject to Section 7.3(b)(iv) below, if this Agreement is terminated by the Company pursuant to Section 7.1(e8.01(b)(i) and, at the time of such termination, the conditions set forth in Section 7.01 and Sections 7.02(a) and (b) have been satisfied, or (ii) pursuant to Section 7.1(i8.01(d)(i), then in either such case Parent shall pay the Parent Termination Fee to the Company a fee of 3.00% of the Merger Consideration (the “Parent Termination Fee”) in immediately available funds, within ten funds no later than two (102) Business Days after written notice from the Company of such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if If this Agreement is validly terminated by the Company pursuant to Section 7.1(e7.01(f) or Section 7.1(i7.01(g), then Parent shall promptly pay the Parent Termination Fee to the Company in immediately available fundsor its designee, within ten two (102) Business Days after following the date of such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Navigant Consulting Inc)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) belowIf, if but only if, this Agreement is terminated (x) by the Company pursuant to Section 7.1(e9.01(f) or Section 7.1(i9.01(i), then or (y) by the Company or Parent pursuant to Section 9.01(b) and at the time of such termination the Company could have terminated this Agreement pursuant to Section 9.01(f) or Section 9.01(i), Parent shall pay pay, or cause to be paid, to the Company within five (5) Business Days following such termination the Parent Termination Fee to the Company in immediately available funds, within ten (10) Business Days after such terminationFee.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Syneos Health, Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) belowIf, if but only if, this Agreement is validly terminated by the Company pursuant to Section 7.1(e8.01(f) or Section 7.1(i8.01(i), or is otherwise terminated when terminable pursuant to Section 8.01(f) or Section 8.01(i), then Parent shall pay pay, or cause to be paid, to the Company the Parent Termination Fee to the Company in immediately available funds, within ten five (105) Business Days after following such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inovalon Holdings, Inc.)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if In the event that this Agreement is terminated by the Company pursuant to Section 7.1(e10.01(d)(ii) (but only if the failure to satisfy the condition specified therein results from an intentional breach by Parent or Merger Subsidiary of any of their respective representations, warranties, covenants or agreements contained herein) or Section 7.1(i10.01(d)(iii), then Parent shall pay the Parent Termination Fee or cause to be paid to the Company in immediately available funds, funds $73,000,000 (the “Parent Termination Fee”) within ten (10) two Business Days after such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Coat Systems Inc)

Parent Termination Fee. (i) Subject to Section 7.3(b)(iv) below, if In the event that this Agreement is terminated by the Company pursuant to Section 7.1(e11.01(d)(ii) (but only if the breach by Parent or Merger Subsidiary of any of their respective representations, warranties, covenants or agreements contained herein was a principal factor of the failure to consummate the Offer) or Section 7.1(i11.01(d)(iii), then Parent shall pay the Parent Termination Fee or cause to be paid to the Company in immediately available funds, funds $14,050,000.00 (the “Parent Termination Fee”) within ten two (102) Business Days after such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telular Corp)

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